Document A401™ – 2017

1 Document A401 2017 Standard Form of Agreement Between contractor and subcontractor Init. / AIA Document A401 2017. Copyright 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel, 1 This Document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 2017, General Conditions of the Contract for Construction, is adopted in this Document by reference.

2 AGREEMENT made as of the _____ day of _____ in the year _____ (In words, indicate day, month and year.) BETWEEN the contractor : (Name, legal status, address and other information) and the subcontractor : (Name, legal status, address and other information) The contractor has made a contract for construction (hereinafter, the Prime Contract) dated: with the Owner: (Name, legal status, address and other information) for the following Project: (Name, location and detailed description) The Prime Contract provides for the furnishing of labor, materials, equipment and services in connection with the construction of the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and contractor (from which compensation amounts may be deleted) and the other Contract Documents enumerated therein, has been made available to the subcontractor . The Architect for the Project: (Name, legal status, address and other information) The contractor and the subcontractor agree as follows.

3 Init. / AIA Document A401 2017. Copyright 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel, 2 TABLE OF ARTICLES 1 THE SUBCONTRACT DOCUMENTS 2 MUTUAL RIGHTS AND RESPONSIBILITIES 3 contractor 4 subcontractor 5 CHANGES IN THE WORK 6 CLAIMS AND DISPUTES 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT 8 THE WORK OF THIS SUBCONTRACT 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 10 SUBCONTRACT SUM 11 PAYMENTS 12 INSURANCE AND BONDS 13 TEMPORARY FACILITIES, SERVICES, EQUIPMENT AND WORKING CONDITIONS 14 MISCELLANEOUS PROVISIONS 15 ENUMERATION OF SUBCONTRACT DOCUMENTS ARTICLE 1 THE SUBCONTRACT DOCUMENTS The Subcontract Documents consist of (1) this Agreement.

4 (2) the Prime Contract, consisting of the Agreementbetween the Owner and contractor and the other Contract Documents enumerated therein; (3) Modifications to the Prime Contract, whether issued before or after the execution of this Agreement, in accordance with the provisions of Article 5; (4) other documents listed in Article 15 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement, in accordance with the provisions of Article 5. These form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. The Subcontract Documents form the Subcontract for Construction. The Subcontract represents the entire andintegrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications to the Prime Contract or Modifications to this Subcontract issued subsequent to the execution of this Agreement, appears in Article 15.

5 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Documents, theGeneral Conditions governing this Subcontract shall be the AIA Document A201 2017, General Conditions of the Contract for Construction. The Subcontract may be amended or modified only by a Modification to this Subcontract. A Modification to thisSubcontract is a written amendment to this Agreement signed by both parties, or as otherwise described in, and in accordance with the provisions of, Article 5. The Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between theArchitect and the subcontractor , (2) between the Owner and the subcontractor , or (3) between any persons or entities other than the contractor and subcontractor . Init. / AIA Document A401 2017. Copyright 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects.

6 All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects legal counsel, 3 The contractor shall make the Subcontract Documents available to the subcontractor prior to execution of thisAgreement, and thereafter, upon request. The contractor may charge the subcontractor for the reasonable cost to reproduce the Subcontract Documents provided to the subcontractor . ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES The contractor and subcontractor shall be mutually bound by the terms of this Agreement and, to the extent that the provisions of AIA Document A201 2017 apply to this Agreement pursuant to Section and provisions of the Prime Contract apply to the Work of the subcontractor , the contractor shall assume toward the subcontractor all obligations and responsibilities that the Owner, under such documents, assumes toward the contractor , and the subcontractor shall assume toward the contractor all obligations and responsibilities that the contractor , under such documents, assumes toward the Owner and the Architect.

7 The contractor shall have the benefit of all rights, remedies, and redress against the subcontractor that the Owner, under such documents, has against the contractor , and the subcontractor shall have the benefit of all rights, remedies, and redress against the contractor that the contractor , under such documents, has against the Owner, insofar as applicable to this Subcontract. Where a provision of such documents is inconsistent with a provision of this Agreement, this Agreement shall govern. ARTICLE 3 contractor General The contractor is the person or entity identified as such in this Agreement and is referred to throughout theSubcontract Documents as if singular in number. The contractor shall designate in writing a representative who shall have express authority to bind the contractor with respect to all Project matters requiring the contractor s approval or authorization. The term contractor means the contractor or the contractor s authorized representative.

8 The contractor shall render decisions in a timely manner and in accordance with the contractor s constructionschedule. Services Provided by the contractor The contractor shall cooperate with the subcontractor in scheduling and performing the contractor s Work toavoid conflicts or interference in the subcontractor s Work and shall review, and expedite written responses to, submittals made by the subcontractor in accordance with Section and Article 5. Promptly after execution of this Agreement, the contractor shall provide the subcontractor with copies of the contractor s construction schedule and schedule of submittals, together with such additional scheduling details as will enable the subcontractor to plan and perform the subcontractor s Work properly. The contractor shall promptly notify the subcontractor of subsequent changes in the construction and submittal schedules and additional scheduling details.

9 The contractor shall provide suitable areas for storage of the subcontractor s materials and equipment during thecourse of the Work. Except as previously agreed upon, additional costs to the subcontractor resulting from relocation of such storage areas at the direction of the contractor shall be reimbursed by the contractor . Communications The contractor shall promptly make available to the subcontractor information, including information receivedfrom the Owner, that affects the performance of this Subcontract and that becomes available to the contractor subsequent to execution of this Subcontract. The contractor shall not give instructions or orders directly to the subcontractor s employees or to theSubcontractor s Sub-subcontractors or suppliers unless such persons are designated as authorized representatives of the subcontractor . The contractor shall permit the subcontractor to request information directly from the Architect regarding thepercentages of completion and the amount certified on account of Work done by the subcontractor .

10 If hazardous materials or substances are being used on the site by the contractor , a subcontractor , or anyonedirectly or indirectly employed by them (other than the subcontractor ), and they are a type of hazardous material or substance of which an employer is required by law to notify its employees, the contractor shall, prior to delivery to the Project site or exposure of the subcontractor s employees to such material or substance, give notice of the chemical composition thereof to the subcontractor in sufficient detail and time to permit the subcontractor s compliance with such laws. Init. / AIA Document A401 2017. Copyright 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document , or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.